Business
Share Price Movement and Proposed Acquisition
Share Price Movement and Proposed Acquisition.
About this update from Cloudcoco Group Plc
[{"type":"text","content":"\n \nRNS Number : 0486K adept4 plc 23 August 2019 \n\nAdept4 plc\n \n(\"Adept4\", the \"Group\" or the \"Company\")\n \nShare Price Movement and Proposed Acquisition\n \nAdept4 (AIM: AD4), the AIM quoted provider of IT as a Service, today announces that, further to the announcement on 2 August 2019 and the recent movement in the Company's share price, it has entered into non-binding heads of terms to acquire the share capital of Cloudcoco Limited (\"CloudCoCo\") (the \"Proposed Acquisition\"). \n \nCloudCoCo was established in September 2017 by former sales directors of Redcentric plc and offers cloud and related technology solutions. CloudCoCo's team of cloud and connectivity experts leverage the capacity of its large supplier ecosystem to provide unique technology solutions to customers in order to optimise and transform their businesses. Though only recently established, CloudCoCo is already trading profitably and has a strong and growing pipeline. Following completion of the Proposed Acquisition, it is intended that a member of the management team of CloudCoCo will join the board of Adept4 (the \"Board Change\").\n \nThe anticipated consideration for the Proposed Acquisition is 218,160,586 ordinary shares of 1 penny each in the capital of Adept4 (the \"Consideration\"), which would represent 49% of the enlarged issued share capital following completion. The Proposed Acquisition, if completed, would not constitute a reverse takeover under rule 14 of the AIM Rules for Companies (\"AIM Rules\"), however, would be subject, inter alia, to shareholder approval and the entering into and completion of a share purchase agreement. It is also likely that the Proposed Acquisition and certain other matters will constitute related party transactions subject to the requirements of rule 13 of the AIM Rules. \nFurthermore, the Board anticipates that, subject to formal confirmation from the Panel on Takeovers and Mergers (\"Panel\"), the Proposed Acquisition will need to be made conditional on the Panel granting a waiver of the obligation that would otherwise arise under Rule 9 of the City Code on Takeovers and Mergers (the \"Code\") on the shareholders of CloudCoCo to make a general offer to Adept4's shareholders (the \...